Exhibit 10.23


 


Walter Industries, Inc.


 


2,000,000 Shares


Common Stock


($0.01 par value)


 


Repurchase Agreement


 


 


New York, New
York

April 22, 2004


Walter Industries, Inc.


4211 W. Boy Scott Boulevard

Tampa, Florida 33607


 


 


 


Ladies and Gentlemen:


 


JWC Associates, L.P., a Delaware limited
partnership, JWC Associates II, L.P., a Delaware limited partnership, and KKR
Partners II, L.P., a Delaware limited partnership (collectively, the “Selling
Stockholders”), propose to sell to Walter Industries, Inc., a Delaware
corporation (the “Company”), 2,000,000 shares of Common Stock, par value $0.01
per share (“Common Stock”), of the Company (said shares to be sold by the
Selling Stockholders being hereinafter called the “Securities”).  


 


1.             Representations and Warranties of the
Company.  The Company represents and warrants to, and agrees with, the
several Selling Stockholders that:


 


(a)           The execution, delivery and performance of
this Agreement and consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action of the Company and will
not result in any violation of the provisions of the Company’s certificate of
incorporation or bylaws.


 


(b)           No
consent, approval, authorization, filing, order, registration or qualification
of or with any court or governmental agency or body is required in connection
with the transactions contemplated herein.


 


(c)           This
Agreement and the transactions contemplated hereby have been  approved by the special committee of the
Company’s Board of Directors formed to negotiate and approve the terms of this
Agreement and the transactions contemplated hereby.


 


(d)           As of the date hereof, the Company has
sufficient legally available funds under Section 160 of the Delaware General
Corporation Law from which to purchase the Securities.


 

















 


2.             Representations and Warranties of the
Selling Stockholders.  Each Selling
Stockholder, severally and not jointly, represents and warrants to, and agrees
with, the Company that:


 


(a)           The execution, delivery and performance of
this Agreement and consummation of the transactions contemplated hereby have
been duly authorized by all necessary partnership action of each Selling
Stockholder and will not result in any violation of the provisions of the
certificate of limited partnership or limited partnership agreements or similar
organizational documents of each Selling Stockholder.


 


(b)           Such Selling Stockholder is the record owner
of the Securities to be sold by it hereunder free and clear of all liens,
encumbrances, equities and claims.


 


(c)           No consent, approval, authorization, filing,
order, registration or qualification of or with any court or governmental
agency or body is required for the sale of the Securities by such Selling
Stockholder as contemplated by this Agreement.


 


3.             Purchase and Sale.  Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, each Selling
Stockholder agrees to sell to the Company the amount of Securities set forth
opposite such Selling Stockholder’s name in Schedule I hereto, and the
Company agrees to purchase from each Selling Stockholder the Securities, at a
purchase price of $12.50 per share (which price was agreed upon by the parties
on April 22, 2004 based on a discount to the closing sales price per share on
the New York Stock Exchange on that date).


 


4.             Delivery and
Payment.  Delivery of and payment
for the Securities shall be made by the close of business on Tuesday, April 27,
2004 (such date and time of delivery and payment for the Securities being
herein called the “Closing Date”). 
Delivery of the certificates representing the Securities shall be made
to the Company at the offices of the Company (or at such other place mutually
agreed upon by the parties) against payment by the Company of the aggregate
purchase price of the Securities being sold by each of the Selling Stockholders
to or upon the order of such Selling Stockholder by wire transfer payable in
same-day funds to an account specified by such Selling Stockholder.


 


5.             Conditions to the
Obligations of the Company and the Selling Stockholders.


 


(a)           The obligations of the Company to purchase
the Securities shall be subject to (i) the accuracy of the representations and
warranties on the part of the Selling Stockholders contained herein as of the
Closing Date, (ii) the performance by the Selling Stockholders of their
respective obligations hereunder in all material respects, and (iii) the
existence on the Closing Date of sufficient legally available funds under
Section 160 of the Delaware General Corporate Law from which to purchase the
Securities.


 


(b)           The obligations of the Selling Stockholders
to sell the Securities shall be subject to the accuracy of the representations
and warranties on the part of the


 


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Company contained herein as of the Closing Date and to the performance
by the Company of its obligations hereunder in all material respects.


 


(c)           If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material respects when and
as provided in this Agreement, this Agreement and all obligations of the
Company and the Selling Stockholders hereunder may be canceled at the Closing
Date by the other party.  Notice of such
cancelation shall be given to the Company and the Selling Stockholders in
writing or by telephone or facsimile confirmed in writing.


 


6.             Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Company, will be
mailed, delivered or telefaxed to (813) 871-4420 and confirmed to it at 4211 W.
Boy Scott Boulevard, Tampa, Florida 33607, Attention:  Victor P. Patrick with a copy to Potter Anderson & Corroon
LLP  telefaxed to (302) 778-6029, and
confirmed to it at 1313 N. Market Street, P.O. Box 951, Wilmington, Delaware
19899-0951, Attention: Michael B. Tumas; or if sent to the Selling
Stockholders, will be mailed, delivered or telefaxed to (212) 750-0003, and
confirmed to it , c/o Kohlberg Kravis Roberts & Co., L.P., 9 West 57th
Street, New York, NY 10009, Attention: 
Perry Golkin with a copy to Latham & Watkins LLP telefaxed to (650)
463-2600, and confirmed to it at 135 Commonwealth Drive, Menlo Park, California
94301, Attention: Peter F. Kerman.


 


7.             Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to conflicts of laws principles.


 


8.             Counterparts.  This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.


 


9.             Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.


 


10.           Limited Recourse.  No
partner of any Selling Stockholder and no partner or member of any general
partner of any Selling Stockholder shall have any personal liability for the
performance of any Selling Stockholder’s obligations hereunder.  Any
liability or obligation of any Selling Stockholder hereunder shall be limited
to and satisfied only out of the property of such Selling Stockholder.


 


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If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall represent a
binding agreement among the Company and the Selling Stockholders.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  JWC ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
  By: KKR Associates, L.P., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  JWC ASSOCIATES II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: KKR Associates, L.P., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KKR PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: KKR Associates, L.P., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  
	
  The foregoing Agreement is hereby

  confirmed and accepted as of the

  date first above written.

  
	
   

  
	
  WALTER INDUSTRIES, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


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SCHEDULE I


 




	
  Selling Stockholders:

  	
   

  	
  Number of

  Securities to be Sold:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JWC ASSOCIATES,
  L.P.

  	
   

  	
  1,940,113

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JWC
  ASSOCIATES II, L.P.

  	
   

  	
  12,856

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  KKR PARTNERS
  II, L.P.

  	
   

  	
  47,031

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  2,000,000

  	
   

  






 


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